American Chinese Pharmaceutical Association
ARTICLE I - Name
This organization shall be known as the American Chinese Pharmaceutical
Association, herein after referred in the Bylaws as ACPA.
ARTICLE II - Objectives
The ACPA is organized exclusively for educational, professional and
scientific purposes. It is a non-profit and non-political organization.
Therefore, the objectives of the Association shall be:
ARTICLE III - Membership
Section 1.
Any person of Chinese heritage in American or outside of American to
further the objectives of the Association shall be eligible for membership.
Section 2.
Any individual and organization shall be admitted to membership in the
Association upon completion of the administrative processing of any required
application materials accompanied by the payment of the required dues. The
membership year for a member shall be the calendar year in which the member
pays the dues.
Section 3.
Member
Section 4.
All members shall be required to respond to inquiries from the
Association concerning their status and current address in order to remain on
the Association mailing list. Failure to respond to such inquires for two
successive years will automatically result in the removal of such members from
the Association membership list. A member may be restored to the Association
membership list upon written request to the Association.
Section 5.
Members may withdraw their membership from the Association by written
notice to the Association. Members shall be notified by the Association if dues
are not paid by the beginning of calendar year. If dues are not received by the
following annual meeting, such members will be dropped from the membership
list.
ARTICLE IV - Directors
Section 1.
The policies of the
Corporation shall be determined, and its affairs shall be managed, by its Board
of Directors. The directors shall act only as a Board of Directors, or as a
committee thereof; individual directors shall have no power as such.
Section 2.
The number of directors of
the Corporation shall be not less than six (6), nor more than twenty (20). Such
number may be increased or decreased from time to time by the Board of
Directors within such limits; however, no decrease shall reduce the term of any
incumbent director.
Section 3.
To select new Board
members, the President can nominate new candidates up to 1/3 of the total
number of the Board members and any other Board member can also nominate
candidates for new Board members. The selection of new Board members must be
approved by a majority vote of the Board at its annual meeting.
Section 4.
All directors shall serve a
term of four (4) years after their elections. There shall be no limitation on
the number of terms that each director may serve.
Section 5.
Any director may resign at
any time by notifying the Board of Directors in writing. Such resignation shall
take effect at the time specified therein. Acceptance by the Board of Directors
of such resignation shall not be necessary to make it effective.
Section 6.
Directors may be removed
from office at any time, with or without cause, upon a majority vote of the
Board of Directors at a meeting called for that purpose. Notice of the interest
to remove a director shall be given in accordance with Section 11 of this
Article.
Section 7.
Vacancies in the Board of
Directors shall be deemed to exist in the event of the resignation, removal, or
death of a director, or in the event of an increase in the number of directors.
Any such vacancy shall be filled by a majority vote of the remaining members of
the Board of Directors. A director elected to fill a vacancy shall hold office
for the unexpired term of his predecessor.
ARTICLE V - Officers
Section 1.
The elected officers of the Association shall be President, General
Secretary, and Treasurer
Section 2.
President shall serve for a term of four year and shall not succeed
himself/herself in the same office. General Secretary and Treasurer shall serve
for a term of four years and can serve in the same office if re-elected, but
are limited to two consecutive terms.
Section 3.
The President is the Chief Executive Officer of ACPA and is responsible
for the general supervision and control of all association business. He/she shall
preside meetings of the Association, chair the Board of Directors, and appoint Vice
President for Membership, Vice President for Education, Vice President for Fund-raising,
Vice President for Communication, Vice President for International Affair, and
Vice President for Webmaster. The president may form ad hoc committees as the
need arises.
Section 4.
The Secretary is responsible for the operation of ACPA. He/she shall
execute assignments as delegated by the President, and shall assume the duties
and responsibilities of the President in the absence, vacancy or disability of
the President. The secretary is also responsible for keeping minutes of all
meetings of the Association. His/her responsibilities include notifying members
in writing of the meetings, resolutions and Bylaws changes, and of changes in
membership, and maintaining a file of records for the Association. Such a file
must include the names of officers and committee members, applications,
membership list, minutes, copies of all Bylaws and revisions, financial reports
and records, the corporate seal, and other pertinent material and
correspondence.
Section 5.
The Treasurer is responsible for keeping an accurate record of all
receipts and expenditures of money, collecting all monies due to the
Association and depositing them in a bank selected by the Executive Council,
making signed and authorized disbursements. He/she shall prepare an annual
report for presentation to the Association at the end of fiscal year and submit
quarterly financial reports detailing the current Association worth if the
President so desires. He/she is responsible for filing the income tax return.
ARTICLE VI - Election of Officers
Section 1.
The President shall appoint a Nominating Committee that reports to the Association
the names of at least two candidates for each office, who have expressed a
willingness to serve if elected. This nomination
should be done at least three months before the annual meeting of the election
year when the term of president and treasurer expires.
Section 2.
Additional nominations may be made by petition by three members in
writing to the Association two months before the annual meeting. It shall be
the responsibility of the persons making the nomination to determine, prior to
the nomination, that the nominee is eligible and
willing to serve if elected.
Section 3.
Ballot for nomination and a brief biographical sketch of each candidate
shall be sent to all paid members for vote one month prior to the annual
meeting of the election year. All returned ballots before the deadline as set
by the Nomination Committee will be counted. Candidates receiving a simple
majority vote shall be elected.
Section 4.
Elected candidates shall automatically assume office on January 1st of
the following calendar year.
Section 5.
At the discretion of the Board of Directors, a vacancy in an elected
office may be filled by a majority vote of the Board of Directors.
Section 6.
If an elected officer is unable to perform the duties of his/her office
as specified in ARTICLE V, he/she will be removed by the action of the Board of
Directors and the vacancy thus created be filled as per section 5 above.
ARTICLE VII - Meetings
Section 1.
The annual meeting is generally held simultaneously along with the American
Association of Pharmaceutical Scientists annual meeting.
Section 2.
The Officers, at the request of the President, shall provide written
reports.
Section 3.
Regular Meetings. Regular meetings of the Board of Directors may be held at such time and
place as shall be determined from time to time by the Board of Directors.
Section 4.
Special meetings may be called by the President or members of the Board
of Directors.
ARTICLE VIII - Amendments
Section 1.
These Bylaws, or any part of them, may be amended by a two-thirds vote
of the members present at the annual meeting of ACPA, provided that written and
mail-in ballots have been sent to all members prior to the annual meeting.
Section 2.
Proposed amendments may be made by any member.